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                              IAT MULTIMEDIA, INC.
                             1999 STOCK OPTION PLAN

1. Purpose.

   The purpose of this plan (the "Plan") is to secure for IAT Multimedia,
Inc. (the "Company") and its shareholders the benefits arising from capital
stock ownership by employees, officers and directors of, and consultants or
advisors to, the Company who are expected to contribute to the Company's
future growth and success. Except where the context otherwise requires, the
term "Company" shall include all present and future parent and subsidiary
corporations of the Company as defined, respectively, in Sections 424(e) and
424(f) of the Internal Revenue Code of 1986, as amended or replaced from time
to time (the "Code"). Those provisions of the Plan which make express
reference to Section 422 shall apply only to Incentive Stock Options (as that
term is defined in the Plan).

2. Type of Options and Administration.

   (a) Types of Options. Options granted pursuant to the Plan shall be
authorized by action of the Board of Directors of the Company (or a Committee
designated by the Board of Directors) and may be either incentive stock
options ("Incentive Stock Options") meeting the requirements of Section 422
of the Code or non-statutory options which are not intended to meet the
requirements of Section 422 of the Code.

   (b) Administration. The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company, which
Committee can include all of the members of the Board of Directors, whose
construction and interpretation of the terms and provisions of the Plan shall
be final and conclusive. The delegation of powers to the Committee shall be
consistent with applicable laws or regulations (including, without
limitation, applicable state law and Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), or any successor rule
("Rule 16b-3")). The Committee may in its sole discretion grant options to
purchase shares of the Company's Common Stock, $.01 par value per share
("Common Stock") and issue shares upon exercise of such options as provided
in the Plan. The Committee shall have authority, subject to the express
provisions of the Plan, to construe the respective option agreements and the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective option
agreements, which need not be identical, and to make all other determinations
in the judgment of the Committee necessary or desirable for the
administration of the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any option
agreement in the manner and to the extent it shall deem expedient to carry
the Plan into effect and it shall be the sole and final judge of such
expediency. No director or person acting pursuant to authority delegated by
the Board of Directors shall be liable for any action or determination under
the Plan made in good faith. Subject to adjustment as provided in Section 15
below, the aggregate number of shares of Common Stock that may be subject to
Options granted to any person in a calendar year shall not exceed 35% of the
maximum number of shares which may be issued and sold under the Plan, as set
forth in Section 4 hereof, as such section may be amended from time to time.

   (c) Applicability of Rule 16b-3. Those provisions of the Plan which make
express reference to Rule 16b-3 shall apply to the Company only at such time
as the Company's Common Stock is registered under the Exchange Act, subject
to the last sentence of Section 3(b), and then only to such persons as are
required to file reports under Section 16(a) of the Exchange Act (a
"Reporting Person").

3. Eligibility.

   (a) General. Options may be granted to persons who are, at the time of
grant, employees, officers or directors of, or consultants or advisors to,
the Company or any parent or subsidiary corporation of the Company as
defined, respectively, in Sections 424(e) and 424(f) of the Code
("Participants") provided,

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that Incentive Stock Options may only be granted to individuals who are
employees of the Company (within the meaning of Section 3401(c) of the Code).
A person who has been granted an option may, if he or she is otherwise
eligible, be granted additional options if the Committee shall so determine.

   (b) Grant of Options to Reporting Persons. The selection of a director or
an officer who is a Reporting Person (as the terms "director" and "officer"
are defined for purposes of Rule 16b-3) as a recipient of an option, the
timing of the option grant, the exercise price of the option and the number
of shares subject to the option shall be determined either (i) by the Board
of Directors or (ii) by a committee consisting of two or more directors
having full authority to act in the matter, each of whom shall be an "Outside
Director" as defined by Rule 1.162-27 of the Code.

4. Stock Subject to Plan.

   The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 15 below, the maximum number of shares of Common Stock of
the Company which may be issued and sold under the Plan is 2,500,000 shares.
If an option granted under the Plan shall expire, terminate or is cancelled
for any reason without having been exercised in full, the unpurchased shares
subject to such option shall again be available for subsequent option grants
under the Plan.

5. Forms of Option Agreements.

   As a condition to the grant of an option under the Plan, each recipient of
an option shall execute an option agreement in such form not inconsistent
with the Plan as may be approved by the Committee. Such option agreements may
differ among recipients and may contain all terms and conditions as the
Committee considers advisable, including, but not limited to, non-compete,
non-solicitation and confidentiality covenant, representations and warranties
of the Participant and provisions to ensure compliance with all applicable
laws, regulations and rules.

6. Purchase Price.

   (a) General. The purchase price per share of stock deliverable upon the
exercise of an option shall be determined by the Committee at the time of
grant of such option; provided, however, that in the case of an Incentive
Stock Option, the exercise price shall not be less than 100% of the Fair
Market Value (as hereinafter defined) of such stock, at the time of grant of
such option, or less than 110% of such Fair Market Value in the case of
options described in Section 11(b). "Fair Market Value" of a share of Common
Stock of the Company as of a specified date for the purposes of the Plan
shall mean the closing price of a share of the Common Stock on the principal
securities exchange (including the Nasdaq National Market) on which such
shares are traded on the day immediately preceding the date as of which Fair
Market Value is being determined, or on the next preceding date on which such
shares are traded if no shares were traded on such immediately preceding day,
or if the shares are not traded on a securities exchange, Fair Market Value
shall be deemed to be the average of the high bid and low asked prices of the
shares in the over-the-counter market on the day immediately preceding the
date as of which Fair Market Value is being determined or on the next
preceding date on which such high bid and low asked prices were recorded. If
the shares are not publicly traded, Fair Market Value of a share of Common
Stock (including, in the case of any repurchase of shares, any distributions
with respect thereto which would be repurchased with the shares) shall be
determined in good faith by the Committee.

   (b) Payment of Purchase Price. Options granted under the Plan may provide
for the payment of the exercise price by delivery of cash or a check to the
order of the Company in an amount equal to the exercise price of such
options, or by any other means which the Committee determines are consistent
with the purpose of the Plan and with applicable laws and regulations
(including, without limitation, the provisions of Rule 16b-3 and Regulation T
promulgated by the Federal Reserve Board).

7. Option Period.

   Subject to earlier termination as provided in the Plan, each option and
all rights thereunder shall expire on such date as determined by the
Committee and set forth in the applicable option agreement, provided, that
such date shall not be later than (10) ten years after the date on which the
option is granted.

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8. Exercise of Options.

   Each option granted under the Plan shall be exercisable either in full or
in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the
provisions of the Plan. Subject to the requirements in the immediately
preceding sentence, if an option is not at the time of grant immediately
exercisable, the Committee may (i) in the agreement evidencing such option,
provide for the acceleration of the exercise date or dates of the subject
option upon the occurrence of specified events, and/or (ii) at any time prior
to the complete termination of an option, accelerate the exercise date or
dates of such option.

9. Nontransferability of Options.

   No option granted under this Plan shall be assignable or otherwise
transferable by the optionee except by will or by the laws of descent and
distribution. An option may be exercised during the lifetime of the optionee
only by the optionee. In the event an optionee dies during his employment by
the Company or any of its subsidiaries, or during the three-month period
following the date of termination of such employment, his option shall
thereafter be exercisable, during the period specified in the option
agreement, by his executors or administrators to the full extent to which
such option was exercisable by the optionee at the time of his death during
the periods set forth in Section 10 or 11(d).

10. Effect of Termination of Employment or Other Relationship.

   Except as provided in Section 11(d) with respect to Incentive Stock
Options and except as otherwise determined by the Committee at the date of
grant of an Option, and subject to the provisions of the Plan, an optionee
may exercise an option at any time within three months following the
termination of the optionee's employment or other relationship with the
Company or within one (1) year if such termination was due to the death or
disability of the optionee but, except in the case of the optionee's death,
in no event later than the expiration date of the Option. If the termination
of the optionee's employment is for cause or is otherwise attributable to a
breach by the optionee of an employment or confidentiality or non-disclosure
agreement, the option shall expire immediately upon such termination. The
Committee shall have the power to determine what constitutes a termination
for cause or a breach of an employment or confidentiality or non-disclosure
agreement, whether an optionee has been terminated for cause or has breached
such an agreement, and the date upon which such termination for cause or
breach occurs. Any such determinations shall be final and conclusive and
binding upon the optionee.

11. Incentive Stock Options.

   Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:

   (a) Express Designation. All Incentive Stock Options granted under the
Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.

   (b) 10% Shareholder. If any employee to whom an Incentive Stock Option is
to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the
attribution of stock ownership rules of Section 424(d) of the Code), then the
following special provisions shall be applicable to the Incentive Stock
Option granted to such individual:

   (i)     The purchase price per share of the Common Stock subject to such
           Incentive Stock Option shall not be less than 110% of the Fair Market
           Value of one share of Common Stock at the time of grant; and

   (ii)    The option exercise period shall not exceed five years from the date
           of grant.

   (c) Dollar Limitation. For so long as the Code shall so provide, options
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value,
as of the respective date or dates of grant, of more than $100,000.

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   (d) Termination of Employment, Death or Disability. No Incentive Stock
Option may be exercised unless, at the time of such exercise, the optionee
is, and has been continuously since the date of grant of his or her option,
employed by the Company, except that:

   (i)     an Incentive Stock Option may be exercised within the period of three
           months after the date the optionee ceases to be an employee of the
           Company (or within such lesser period as may be specified in the
           applicable option agreement), provided, that the agreement with
           respect to such option may designate a longer exercise period and
           that the exercise after such three-month period shall be treated as
           the exercise of a non-statutory option under the Plan;

   (ii)    if the optionee dies while in the employ of the Company, or within
           three months after the optionee ceases to be such an employee, the
           Incentive Stock Option may be exercised by the person to whom it is
           transferred by will or the laws of descent and distribution within
           the period of one year after the date of death (or within such lesser
           period as may be specified in the applicable option agreement); and

   (iii)   if the optionee becomes disabled (within the meaning of Section
           22(e)(3) of the Code or any successor provisions thereto) while in
           the employ of the Company, the Incentive Stock Option may be
           exercised within the period of one year after the date the optionee
           ceases to be such an employee because of such disability (or within
           such lesser period as may be specified in the applicable option
           agreement).

For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of
the Income Tax Regulations (or any successor regulations). Notwithstanding
the foregoing provisions, no Incentive Stock Option may be exercised after
its expiration date.

12. Additional Provisions.

   (a) Additional Option Provisions. The Committee may, in its sole
discretion, include additional provisions in option agreements covering
options granted under the Plan, including without limitation restrictions on
transfer, repurchase rights, rights of first refusal, commitments to pay cash
bonuses, to make, arrange for or guaranty loans or to transfer other property
to optionees upon exercise of options, or such other provisions as shall be
determined by the Committee; provided, that such additional provisions shall
not be inconsistent with any other term or condition of the Plan and such
additional provisions shall not cause any Incentive Stock Option granted
under the Plan to fail to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code.

   (b) Acceleration, Extension, Etc.  The Committee may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under
the Plan may be exercised; provided, however, that no such extension shall be
permitted if it would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3 (if applicable).

13. General Restrictions.

   (a) Investment Representations. The Company may require any person to whom
an Option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option
or award, for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock, including any "lock-up" or other restriction on
transferability.

   (b) Compliance With Securities Law. Each Option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such
option upon any securities exchange or automated quotation system or under
any

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state or federal law, or the consent or approval of any governmental or
regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with the issuance or purchase of shares thereunder, such option
may not be exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, or satisfaction of such condition shall
have been effected or obtained on conditions acceptable to the Committee.
Nothing herein shall be deemed to require the Company to apply for or to
obtain such listing, registration or qualification, or to satisfy such
condition.

14. Rights as a Stockholder.

   The holder of an option shall have no rights as a stockholder with respect
to any shares covered by the option (including, without limitation, any
rights to receive dividends or non-cash distributions with respect to such
shares) until the date of issue of a stock certificate to him or her for such
shares. No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.

15. Adjustment Provisions for Recapitalizations, Reorganizations and Related
Transactions.

   (a) Recapitalizations and Related Transactions. If, through or as a result
of any recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares
of Common Stock are increased, decreased or exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional
shares or new or different shares or other non-cash assets are distributed
with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment shall be made in (x) the maximum
number and kind of shares reserved for issuance under or otherwise referred
to in the Plan, (y) the number and kind of shares or other securities subject
to any then outstanding options under the Plan, and (z) the price for each
share subject to any then outstanding options under the Plan, without
changing the aggregate purchase price as to which such options remain
exercisable. Notwithstanding the foregoing, no adjustment shall be made
pursuant to this Section 15 if such adjustment (i) would cause the Plan to
fail to comply with Section 422 of the Code or with Rule 16b-3 or (ii) would
be considered as the adoption of a new plan requiring stockholder approval.

   (b) Reorganization, Merger and Related Transactions. All outstanding
Options under the Plan shall become fully exercisable for a period of sixty
(60) days following the occurrence of any Trigger Event, whether or not such
Options are then exercisable under the provisions of the applicable
agreements relating thereto. For purposes of the Plan, a "Trigger Event" is
any one of the following events, but shall not include the events
contemplated by the Stock Purchase Agreement dated as of November 3, 1999
between the Company and Gruppo Spigadoro, N.V.:

   (i)     the date on which shares of Common Stock are first purchased pursuant
           to a tender offer or exchange offer (other than such an offer by the
           Company, any Subsidiary, any employee benefit plan of the Company or
           of any Subsidiary or any entity holding shares or other securities of
           the Company for or pursuant to the terms of such plan), whether or
           not such offer is approved or opposed by the Company and regardless
           of the number of shares purchased pursuant to such offer;

   (ii)    the date the Company acquires knowledge that any person or group
           deemed a person under Section 13(d)-3 of the Exchange Act (other than
           the Company, any Subsidiary, any employee benefit plan of the Company
           or of any Subsidiary or any entity holding shares of Common Stock or
           other securities of the Company for or pursuant to the terms of any
           such plan or any individual or entity or group or affiliate thereof
           which acquired its beneficial ownership interest prior to the date
           the Plan was adopted by the Board), in a transaction or series of
           transactions, has become the beneficial owner, directly or indirectly
           (with beneficial ownership determined as provided in Rule 13d-3, or
           any successor rule, under the Exchange Act), of securities of the
           Company entitling the person or group to 30% or more of all votes
           (without consideration of the rights of any class or stock to elect
           directors by a separate class vote) to which all shareholders of the
           Company would be entitled in the election of the Board of Directors
           were an election held on such date;

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   (iii)   the date, during any period of two consecutive years, when
           individuals who at the beginning of such period constitute the Board
           of Directors of the Company cease for any reason to constitute at
           least a majority thereof, unless the election, or the nomination for
           election by the stockholders of the Company, of each new director was
           approved by a vote of at least two-thirds of the directors then still
           in office who were directors at the beginning of such period; and

   (iv)    the date of approval by the stockholders of the Company of an
           agreement (a "reorganization agreement") providing for:

           (A)   The merger or consolidation of the Company with another
                 corporation where the stockholders of the Company, immediately
                 prior to the merger or consolidation, do not beneficially own,
                 immediately after the merger or consolidation, shares of the
                 corporation issuing cash or securities in the merger or
                 consolidation entitling such shareholders to 80% or more of all
                 votes (without consideration of the rights of any class of
                 stock to elect directors by a separate class vote) to which all
                 stockholders of such corporation would be entitled in the
                 election of directors or where the members of the Board of
                 Directors of the Company, immediately prior to the merger or
                 consolidation, do not, immediately after the merger or
                 consolidation, constitute a majority of the Board of Directors
                 of the corporation issuing cash or securities in the merger or
                 consolidation; or

           (B)   The sale or other disposition of all or substantially all the
                 assets of the Company.

   (c) Board Authority to Make Adjustments. Any adjustments under this
Section 15 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.

16. Merger, Consolidation, Asset Sale, Liquidation, etc.

   (a) General. In the event of any sale, merger, transfer or acquisition of
the Company or substantially all of the assets of the Company in which the
Company is not the surviving corporation, and provided that after the Company
shall have requested the acquiring or succeeding corporation (or an affiliate
thereof), that equivalent options shall be substituted and such successor
corporation shall have refused or failed to assume all options outstanding
under the Plan or issue substantially equivalent options, then any or all
outstanding options under the Plan shall accelerate and become exercisable in
full immediately prior to such event. The Committee will notify holders of
options under the Plan that any such options shall be fully exercisable for a
period of sixty (60) days from the date of such notice, and the options will
terminate upon expiration of such notice.

   (b) Substitute Options. The Company may grant options under the Plan in
substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company,
or one of its subsidiaries, of property or stock of the employing
corporation. The Company may direct that substitute options be granted on
such terms and conditions as the Board of Directors considers appropriate in
the circumstances.

17. No Special Employment Rights.

   Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment
by the Company or interfere in any way with the right of the Company at any
time to terminate such employment or to increase or decrease the compensation
of the optionee.

18. Other Employee Benefits.

   Except as to plans which by their terms include such amounts as
compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale

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of shares received upon such exercise will not constitute compensation with
respect to which any other employee benefits of such employee are determined,
including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as
otherwise specifically determined by the Board of Directors.

19. Amendment of the Plan.

   (a) The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect; provided, however, that if at any time the
approval of the stockholders of the Company is required under Section 422 of
the Code or any successor provision with respect to Incentive Stock Options,
the Board of Directors may not effect such modification or amendment without
such approval; and provided, further, that the provisions of Section 3(c)
hereof shall not be amended more than once every six months, other than to
comport with changes in the Code or the rules thereunder.

   (b) The modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights under an option previously
granted to him or her. With the consent of the optionee affected, the Board
of Directors may amend outstanding option agreements in a manner not
inconsistent with the Plan. The Board of Directors shall have the right to
amend or modify (i) the terms and provisions of the Plan and of any
outstanding Incentive Stock Options granted under the Plan to the extent
necessary to qualify any or all such options for such favorable federal
income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code and (ii) the
terms and provisions of the Plan and of any outstanding option to the extent
necessary to ensure the qualification of the Plan under Rule 16b-3.

20. Withholding.

   (a) The Company shall have the right to deduct from payments of any kind
otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon
exercise of options under the Plan. Subject to the prior approval of the
Company, which may be withheld by the Company in its sole discretion, the
optionee may elect to satisfy such obligations, in whole or in part, (i) by
causing the Company to withhold shares of Common Stock otherwise issuable
pursuant to the exercise of an option or (ii) by delivering to the Company
shares of Common Stock already owned by the optionee. The shares so delivered
or withheld shall have a Fair Market Value equal to such withholding
obligation as of the date that the amount of tax to be withheld is to be
determined. An optionee who has made an election pursuant to this Section
20(a) may only satisfy his or her withholding obligation with shares of
Common Stock which are not subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements.

   (b) The acceptance of shares of Common Stock upon exercise of an Incentive
Stock Option shall constitute an agreement by the optionee (i) to notify the
Company if any or all of such shares are disposed of by the optionee within
two years from the date the option was granted or within one year from the
date the shares were issued to the optionee pursuant to the exercise of the
option, and (ii) if required by law, to remit to the Company, at the time of
and in the case of any such disposition, an amount sufficient to satisfy the
Company's federal, state and local withholding tax obligations with respect
to such disposition, whether or not, as to both (i) and (ii), the optionee is
in the employ of the Company at the time of such disposition.

   (c) Notwithstanding the foregoing, in the case of a Reporting Person whose
options have been granted in accordance with the provisions of Section 3(b)
herein, no election to use shares for the payment of withholding taxes shall
be effective unless made in compliance with any applicable requirements of
Rule 16b-3.

21. Cancellation and New Grant of Options, Etc.

   The Board of Directors shall have the authority to effect, at any time and
from time to time, with the consent of the affected optionees, (i) the
cancellation of any or all outstanding options under the Plan and the grant
in substitution therefor of new options under the Plan covering the same or
different numbers of shares of Common Stock and having an option exercise
price per share which may be lower or higher

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than the exercise price per share of the cancelled options or (ii) the
amendment of the terms of any and all outstanding options under the Plan to
provide an option exercise price per share which is higher or lower than the
then-current exercise price per share of such outstanding options.

22. Effective Date and Duration of the Plan.

   (a) Effective Date. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option granted under the Plan
shall become exercisable unless and until the Plan shall have been approved
by the Company's stockholders. If such stockholder approval is not obtained
within twelve months after the date of the Board's adoption of the Plan, no
options previously granted under the Plan shall be deemed to be Incentive
Stock Options and no Incentive Stock Options shall be granted thereafter.
Amendments to the Plan not requiring stockholder approval shall become
effective when adopted by the Board of Directors; amendments requiring
shareholder approval (as provided in Section 21) shall become effective when
adopted by the Board of Directors, but no Incentive Stock Option granted
after the date of such amendment shall become exercisable (to the extent that
such amendment to the Plan was required to enable the Company to grant such
Incentive Stock Option to a particular optionee) unless and until such
amendment shall have been approved by the Company's stockholders. If such
stockholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Incentive Stock Options granted on or after
the date of such amendment shall terminate to the extent that such amendment
to the Plan was required to enable the Company to grant such option to a
particular optionee. Subject to this limitation, options may be granted under
the Plan at any time after the effective date and before the date fixed for
termination of the Plan.

   (b) Termination. Unless sooner terminated in accordance with Section 16,
the Plan shall terminate upon the earlier of (i) the close of business on the
day next preceding the tenth anniversary of the date of its adoption by the
Board of Directors, or (ii) the date on which all shares available for
issuance under the Plan shall have been issued pursuant to the exercise or
cancellation of options granted under the Plan. If the date of termination is
determined under (i) above, then options outstanding on such date shall
continue to have force and effect in accordance with the provisions of the
instruments evidencing such options.

23. Provision for Foreign Participants.

   The Board of Directors may, without amending the Plan, modify awards or
options granted to participants who are foreign nationals or employed outside
the United States to recognize differences in laws, rules, regulations or
customs of such foreign jurisdictions with respect to tax, securities,
currency, employee benefit or other matters.

24. Governing Law.

   The provisions of this Plan shall be governed and construed in accordance
with the laws of the State of Delaware without regard to the principles of
conflicts of laws.

   Adopted by the Board of Directors on November 2, 1999.

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